Craig R. Callen
About Craig R. Callen
Independent director and current Chair of the Board at Omega Healthcare Investors, Inc. (OHI). Age 69; director since 2013. Former Senior Advisor at Crestview Partners (2009–2016) and retired Senior Vice President of Strategic Planning & Business Development at Aetna Inc. (2004–2007). Earlier, he was Managing Director and Head of U.S. Healthcare Investment Banking at Credit Suisse and co-head of Healthcare Investment Banking at Donaldson, Lufkin & Jenrette, executing 100+ healthcare transactions. In April 2024, he joined North Haven Net REIT (private) as an independent director and Audit Committee Chair. Expertise spans healthcare M&A, corporate strategy, and investment banking. He is independent under NYSE standards and presides over executive sessions as independent Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aetna Inc. | SVP, Strategic Planning & Business Development; member of Executive Committee | 2004–2007 | Reported to Chairman/CEO; led corporate strategy and M&A oversight |
| Credit Suisse | Managing Director; Head of U.S. Healthcare Investment Banking | Prior to 2004 | Led U.S. healthcare IB; advisor to boards/management; 100+ transactions |
| Donaldson, Lufkin & Jenrette (DLJ) | Co-Head, Healthcare Investment Banking | Prior to 2004 | Healthcare M&A execution and advisory |
| Crestview Partners | Senior Advisor | 2009–2016 | PE advisory; portfolio involvement (e.g., Symbion, Inc.) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Haven Net REIT (private) | Independent Director; Audit Committee Chair | Since April 2024 | Audit Chair for private net lease REIT |
| Sunrise Senior Living, Inc. (NYSE: SRZ) | Director | 1999–2006 | Public company board service |
| Kinetic Concepts, Inc. (NYSE: KCI) | Director | Not disclosed | Public company board service |
| HMS Holdings Corp. (NYSE: HSMY) | Director | Not disclosed | Public company board service |
| Symbion, Inc. (Crestview portfolio) | Director | Not disclosed | Portfolio board service |
| The Richard Hampton Jenrette Foundation | Trustee | Not disclosed | Non-profit governance |
Board Governance
- Role and independence: Chair of the Board (independent); presides over executive sessions of non‑employee directors; seven of eight directors are independent, with the CEO the sole non‑independent director. The Board noted no director (other than the CEO) had relationships precluding independence or material business relationships with the Company or management.
- Committee assignments and activity: Member, Audit Committee (Audit roster: Kapila K. Anand, Chair; Craig R. Callen; Kevin J. Jacobs; Burke W. Whitman). The Audit Committee met 4 times in 2024; Compensation 4; Investment 6; Nominating & Corporate Governance 4; Board met 6 times in 2024. Each director attended >75% of Board and committee meetings.
- Risk oversight: Board oversees ERM; Audit reviews risk assessment/management policies at least annually; Compensation reviews comp-related risks; Nominating & Corporate Governance oversees corporate sustainability risks; Investment oversees investment activity. An AI Committee was formed in 2025 to oversee AI-related risks.
- Shareholder alignment: Say-on-pay received ~94.5% support at the 2024 annual meeting; Board maintains a clawback policy (updated in 2023 to align with SEC/NYSE), stock ownership guidelines (directors: 5x annual cash retainer within five years), and anti‑hedging/anti‑pledging policies.
Fixed Compensation
| 2024 Non‑Employee Director Compensation (OHI disclosure) | Amount (USD) |
|---|---|
| Fees earned or paid in cash (Callen) | $1,506 |
| Stock awards (grant-date fair value) | $392,494 |
| Option awards | — |
| Total | $394,000 |
| Director Compensation Program Elements (as of 2024 unless noted) | Amount (USD) |
|---|---|
| Annual cash retainer (non‑employee directors) | $75,000; payable quarterly; may elect equity or deferral |
| Annual equity grant (on annual meeting date) | $150,000; time-based vesting to next annual meeting; may elect Profits Interest Units or DSUs |
| Chair of the Board fee | $120,000 annually; 50% added to equity grant |
| Committee Chair fees | Audit $30,000; Compensation $20,000 (to $25,000 in 2025); N&CG $25,000; Investment $20,000 (to $25,000 in 2025) |
| Committee member fees | Audit $12,500; Compensation $9,000; N&CG $7,500; Investment $7,500 |
| Meeting fees (above thresholds) | $1,500 per meeting; Board >10, Audit >6, Compensation >6, N&CG >5, Investment >5 |
| 2025 changes (effective at 2025 annual meeting) | Retainer to $82,500; annual equity to $165,000; Comp & Investment Chair fees to $25,000 |
Notes:
- Mr. Callen elected to receive his $75,000 annual cash retainer in equity, included in the annual equity grant (consistent with table footnotes).
- Directors may elect to take retainers in equity/deferral; travel expenses reimbursed; employee directors receive no director pay.
Performance Compensation
| 2024 Equity Grant Detail (Callen) | Value |
|---|---|
| Grant date | June 7, 2024 |
| Shares/Units awarded | 12,144 |
| Grant‑date fair value | $392,494 |
| Vesting | Time-based; vests at next annual meeting; subject to 100% acceleration upon death, disability, change in control, or other Committee‑approved events |
- Director equity is time‑based (not performance‑based); directors can elect Restricted Stock, Profits Interest Units, or Deferred Restricted Stock Units.
Other Directorships & Interlocks
| Company/Organization | Current/Former | Role | Tenure/Notes |
|---|---|---|---|
| North Haven Net REIT (private) | Current | Independent Director; Audit Committee Chair | Since April 2024 |
| Sunrise Senior Living, Inc. (NYSE: SRZ) | Former | Director | 1999–2006 |
| Kinetic Concepts, Inc. (NYSE: KCI) | Former | Director | Not disclosed |
| HMS Holdings Corp. (NYSE: HSMY) | Former | Director | Not disclosed |
| Symbion, Inc. | Former | Director | Crestview portfolio company |
- Current “Other Public Company Boards” for Callen: none listed in OHI’s 2025 director summary (blank field).
Expertise & Qualifications
- Finance and M&A: 20+ years in healthcare investment banking; completed 100+ transactions; strategic planning and corporate development leadership at Aetna.
- Governance: Independent Chair of OHI’s Board; Audit Committee member; presides over executive sessions; prior and current audit oversight experience (Audit Chair at North Haven Net REIT).
- Sector experience: Deep healthcare services and healthcare finance background; additional exposure to real estate through REIT board leadership.
Equity Ownership
| Ownership as of April 9, 2025 | Amount |
|---|---|
| Common stock beneficially owned (number of shares) | 59,162 |
| Unvested RSUs | — |
| Vested Profits Interest Units | — |
| Deferred Stock Units (DSUs) | 64,427 |
| Operating Partnership (OP) Units | 63,047 |
| Percent of class (including common stock equivalents) | 0.1% |
| Shares outstanding (context) | 287,147,508 common shares (no preferred); plus 10,959,315 common stock equivalents (incl. OP Units, DSUs, unvested RSUs/PIUs) |
Ownership alignment policies:
- Stock ownership guideline for non‑employee directors: 5x annual cash retainer within five years of appointment.
- Anti‑hedging and anti‑pledging policies apply to directors.
Governance Assessment
- Strengths for investor confidence
- Independent Chair with audit oversight experience; separation of Chair/CEO roles; robust executive session practices.
- Active Audit Committee member; Committee confirms EY independence and audits; Board and Committees meet regularly with high attendance (>75%).
- Pay‑for‑performance culture (NEO), strong say‑on‑pay support (94.5% in 2024); formal clawback; anti‑hedging/pledging; stock ownership guidelines for directors.
- Related‑party transaction policy overseen by Audit; Board determined no material relationships affecting director independence (other than CEO).
- Alignment signals
- Callen elected to receive his annual cash retainer in equity; as Board Chair, 50% of the $120,000 Chair fee is delivered in equity—both increase skin‑in‑the‑game.
- Watch items
- External commitments include Audit Chair role at a private REIT (North Haven Net REIT). Not a direct competitive overlap with OHI’s skilled nursing/senior housing focus, but continue to monitor bandwidth and potential real estate interlocks.
- RED FLAGS
- None identified in OHI’s 2025 proxy regarding Callen: no Item 404 related‑party transactions disclosed; Board affirms independence; anti‑hedging/pledging policy in effect.